SEC Form 8-A12B filed by Modiv Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

__________________________

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

__________________________

Modiv Inc.

(Exact Name of Registrant as Specified in its Charter)

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If this Form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.        ☒

If this Form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.       ☐

If this Form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.        ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

Registration No. 333-261529

Securities to be registered pursuant to Section 12(g) of the Act: None.

Item 1.          Description of Registrant’s Securities to be Registered.

This registration statement relates to the registration under Section 12(b) of the Securities Exchange Act of 1934, as amended, of the Class C Common Stock, $0.001 par value per share (the “Class C Common Stock”), of Modiv Inc., a Maryland corporation (the “Registrant”). The description of the Class C Common Stock set forth under the caption “Description of Capital Stock and Securities Offered – Common Stock” in the prospectus forming a part of the Registrant’s registration statement on Form S-11 (File No. 333-261529), as amended (the “Registration Statement”), that was initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on December 8, 2021, is incorporated herein by reference. The description of the Class C Common Stock set forth in the prospectus relating to the Registration Statement to be filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated herein by reference.

Item 2.          Exhibits.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date:  February 9, 2022

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